


don't trust in me, my dear

by Yevynaea



Series: i learned the hard way about trust, about us, about us [1]
Category: Spider-Man: Into the Spider-Verse (2018)
Genre: Age Difference, Angst and Humor, Apologies, Backstory, Break Up, Canon Compliant, Canonical Character Death, College, Comic Book Science, Dimension Travel, F/F, Grief/Mourning, Guilt, Healing, Implied Sexual Content, Injury Recovery, Post-Canon, Pre-Canon, Redemption, Self-Betterment, Self-Reflection, Time Skips, and they were ROOMMATES, description of violence, lightly implied, oh my god they were roommates, spider-gang gets back together, technically
Language: English
Status: Completed
Published: 2019-01-11
Updated: 2019-01-24
Packaged: 2019-10-08 11:09:04
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 8,727
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17385344
Author URL: https://archiveofourown.org/users/Yevynaea/pseuds/Yevynaea
Summary: They’re both close to the end of their respective college careers, when things start going wrong, when tensions start rising. Two job offers from Alchemax, and Olivia is excited, eager, while May is too wary to accept, sure in her ethics. Sure that Alchemax, with its shady dealings and barely-legal practices, doesn’t share them. Two degrees and one fight later, their lives take vastly different directions.





	1. before the beginning

**Author's Note:**

> Me? Jumping on the bandwagon of building a whole ship out of 2 tiny lines and pure homespun angst potential? It's more likely than you think.

They’re roommates, working toward different degrees, because student housing is cheaper than renting a place and neither has time for a commute with their full schedules. Olivia is younger by years, and jokes about May-the-returning-PhD-student being too old to understand the classes they’re both excelling in. They’re fast friends, then  _ more  _ than friends, and Liv would follow May to the ends of the Earth, if May ever asked.

They’re both close to the end of their respective college careers, when things start going wrong, when tensions start rising. Two job offers from Alchemax, and Olivia is excited, eager, while May is too wary to accept, sure in her ethics. Sure that Alchemax, with its shady dealings and barely-legal practices, doesn’t share them.

May is getting closer to Ben Parker. Liv is getting closer to a breakthrough on a long-time-coming project. Two graduations and one fight later, their lives take vastly different directions.

 

🕷🕷🕷

 

May doesn’t see Liv again, after that last fight. Not for years,  _ decades. _

She gets married and becomes an aunt, and then, in a horrible twist of fate, a sort-of-mother. And then a widow. She finds out her nephew is a vigilante. A hero. That he got his powers on a school field trip and  _ how had no one noticed Spider-Man was just a kid, starting out? _ She helps him build a base from scratch, far under the garden shed, helps him upgrade his tech, helps him any way she can because she wants him as safe as he can be, out there, fighting monsters and criminals and everything in between.

Peter gets an internship with Alchemax, and he knows what she thinks of it, shares a lot of her convictions, but she tells him she’s happy for him (she is), that she knows he’ll do great (he will), that he should take the internship (he shouldn’t). He takes the internship, and informs her he’s working on a project under Doctor Olivia Octavius. May doesn’t tell him she knows Liv, doesn’t want to run the risk that Liv would take their relation for granted and take any old anger out on Peter.

There’s some kind of accident. May doesn’t know the details. Dr. Octavius stops showing up in public quite as often. May starts seeing a woman on the news, sometimes, who looks familiar, fighting with Spider-Man, wearing tech that looks familiar too, something from scribbled blueprints hung on a dorm wall.

May doesn’t like to think about it.

 

🕷🕷🕷

 

She meets Liv again when Peter is twenty-two-almost-twenty-three. Well, actually, she meets Doctor Octopus, because Doctor Octopus is breaking into May’s workplace. May, working late, last one in the lab, haver-of-too-much-loyalty to businesses that employ her, doesn’t realize the intruder is, in fact, Doc Ock, until she’s already come around the corner brandishing a fire extinguisher as a makeshift weapon.

“That’s patented information,” she flatly informs the thief, who’s going through the plans and projects on May’s computer. The thief, without turning, grows quite a bit taller and oh,  _ oh _ , okay, May just quipped at a state-known supervillain, and now she’s going to have to run from a state-known supervillain.

“I just need a few things,” says a voice May knows. She’s never wanted to admit it, to fully connect her old partner to the woman who has more than once thrown Peter into a building, but she can’t deny it anymore.

“Liv,” May says. “Stealing my best ideas for yourself, just like when we were in school.”

It’s mostly a joke and mostly a lie, but mostly it gets Ock to turn away from the computer.

“May,” she says, like she’s surprised, like she didn’t know who she was stealing from. Maybe she didn’t. Who knows whose orders Olivia Octavius  _ or  _ Doctor Octopus is working off of, these days.

“I’d ask how you’ve been, but, by the looks of it we both know the answer to that,” May says, eyeing the tentacles protruding from Ock’s back.

“I’m doing great,” Liv says, as if she’s agreeing, when they both know that isn’t what May really meant. She grabs a thumb drive from the computer, starts to circle May, in the air, balanced on fast-moving arms, while her legs dangle off the floor and her actual arms stick the USB drive into a zippered pocket of her costume. “How are you, May?”

“Good,” May says, and Liv laughs, a short, derisive sound.

“I can tell,” she says, making a show of looking around the lab. “Working in a rinky-dink place like this--”

“ _ Underfunded _ , maybe, but we can’t be that bad if you need to steal from us,” May can’t help shooting back. Ock scowls, but hides it quickly behind a false and threatening grin.

“Well, I’d love to stay and catch up, but I have places to be,” she says, starting to leave, back toward the window she broke in through.

“Wait,” May calls, not knowing what she intends to say next until she’s saying it. “I’d like that, actually.”

“What?” Liv asks, pausing, half-turning in the air to look at May over her shoulder.

“To catch up,” May elaborates. This one isn’t even a lie. “To know what you’ve been up to, besides… this.”

Liv visibly hesitates, her mouth slightly open like she wants to reply but doesn’t know how yet. May moves closer, setting the fire extinguisher down on a table with a  _ clunk _ . As she steps forward, Liv lowers down, until she’s on her own two feet and they’re standing face to face.

“Dinner?” Liv asks, hopeful, and May smiles, grabs a pen out of her pocket and rips a page out of the nearest notebook to write her number on.

“Maybe,” she says. “ _ If _ you give me that drive.”

Liv hesitates once again, hand going to her pocket before she stops herself.

“Just coffee, then, I guess,” she says, smiling, and with the angle of the lights, May sees her wink behind her goggles.

And then she’s gone, out the window, taking the drive with her. May sighs, and glances at the security camera in the corner of the ceiling. She’s vaguely relieved to see that it’s been smashed to bits.

 

🕷🕷🕷

 

They do coffee. And then dinner. And then lunch. And then another dinner, and a night spent at Liv’s upscale-and-messy apartment. And it becomes a  _ thing. _

May has trouble finding the balance between trusting and not, remembering that this isn’t college, that Olivia Octavius can’t be someone she confides in anymore. Sometimes, it’s too easy to just see Liv as her old roommate, her old partner, to play catch-up like nothing’s happened, and to fall back into love with the woman who gets distracted watching movies because the science isn’t real enough.

Sometimes, though, it’s impossible to forget that she’s seeing a villain. Times when Liv shows up to dinner still healing from a fight May saw on yesterday’s news. Times when May’s hands catch at the edges of Liv’s implants.

 

🕷🕷🕷

 

May is making tea for the two of them, one lazy morning the day after May’s birthday, while Liv stares at a family photo hanging on the kitchen wall. May and Ben and Peter. It’s from barely a year before Ben died.

“ _ That’s _ your nephew?” Liv asks, giving a strange little smile, and May remembers the internship.

“His second year of high school,” May confirms. “He just started grad school. He’s told me he doesn’t regret interning with you, even with the,” here May just makes a vague tentacle-ish motion by wriggling her fingers, and Liv laughs, the tiniest bit sheepish.

“He’s a smart kid,” Liv muses.

And then the doorbell rings, and May is confused for exactly half a second.

“Aunt May?” Peter calls from outside, and it’s Saturday and already almost eleven and May  _ completely  _ forgot Peter and MJ wanted to take her out for a birthday brunch and she hears Peter’s key in the lock and  _ Doc Ock is in her kitchen _ . May knows she doesn’t have a chance of distracting Peter, of getting out of the incoming confrontation. So, instead, she steels herself and grabs two extra mugs from the cupboard.

“In the kitchen, Peter,” she calls, when she hears the door open. “I have a guest.”

“The more, the merrier! So, MJ thought we could go to that new café with the fancy waffles, what do you think? It looks pretty good, I know you have your favorite places though--” Peter stops in the doorway, frozen, eyes on Liv, and May knows he recognizes her. Well, there’s that particular shred of hope, flying out the window.

“Peter, you remember Doctor Octavius, right? She’s…an old friend from college,” May decides to leave it at that. “Liv, you remember Peter.”

Peter sits through Liv’s energetic ‘ _Peter, nice to see you again, how’s school going’-_ type pleasantries with a polite smile and the shortest answers he can come up with, accepts a handshake with only mild trepidation, and then says,

“I’m sorry can you excuse us for one second while I talk to Aunt May about something?” He pulls May away from the tea, out into the living room, where MJ is just coming in. Then he hesitates, and pulls May upstairs for further privacy.

“ _ Doc Ock  _ is in your _ kitchen, _ ” he hisses.

“I know,” May replies.

“You know. You  _ know _ ? Aunt May, what--”

“She’s an old friend from college,” May repeats. “More than friends, actually.” She can see the dawning realization in Peter’s expression, followed by disgust and then frantic worry. She rolls her eyes, taking her nephew’s hand. “Peter, I can take care of myself. I’m an adult. And every minute  _ Liv  _ spends with me _ ,  _ is a minute  _ Ock  _ isn’t out there.”

By the time May talks Peter through each of his panicked protests, MJ has taken it upon herself to formally invite Olivia to brunch. It’s a very awkward brunch, though, thankfully, Liv doesn’t actually seem to notice.

 

🕷🕷🕷

 

They have another fight. It’s hard not to be reminded of the last one, back in school, except this time instead of standing on her bed to gain more height over May, Olivia stands on angry, writhing tentacles. Instead of a half-built prototype off of a desk, May swipes a stack of documents off Liv’s dining room table. But the heart of it is the same, Liv excited and eager about something she sees as victory, opportunity, progress, while May stands firm in her morals and sees, again, clearly, just how much Olivia doesn’t share them. Behind Liv, in the background of their screaming, the news is on, still talking about Spider-Man and Doc Ock’s latest fight, shaky cell-phone footage playing on repeat of Ock slamming Spider-Man hard against the pavement. Of how long it took him to stand up.


	2. at the end

Olivia wasn't in the room, when Spider-Man died, but she sees the body, before they dump it. Sees the familiar face under Spider-Man’s mask. Sees her old intern who tried to save her when she first became what she is now. Sees May’s boy.

And she realizes she’s made a horrible mistake, working with Kingpin. But there isn’t time to dwell, and she’s done too much to back out now. She pushes her regret aside, and readies herself to get back to work.

Mistake or no, Liv has a collider to finish.

 

🕷🕷🕷

 

Doctor Octopus bursts into May’s house, chasing Miles-- _ just a child, he’s just a child and they’re chasing him down--  _ and May had her suspicions before, that Liv would’ve been involved with whatever brought all the different Spiders here. Those suspicions had only grown when Miles and Gwen and Peter B. briefly mentioned stealing the computer from Alchemax. But now May has solid, irrefutable confirmation, and it hurts so much more than she thought it would.

What May thinks is: _how dare you, how_ ** _could_** _you, were you_ ** _there_** _, did you watch, did you_ ** _help_** _, what about that collider is worth all of_ ** _this_** _\--_ but all she says, all she _can_ say, emotionally drained and yet still so, _so_ angry, is a flat,

“Oh great, it’s Liv.”

 

🕷🕷🕷

 

Nothing prepares May to see Ock in her house again, but in the early sunlight after the Spider-Gang left to shut down the collider, after the ‘earthquakes’ that shook New York and nearly toppled May’s already damaged home, there’s Liv. She’s bruised and bleeding, two tentacles holding her up, another grasping at the door-frame for balance, the last dragging uselessly, left arm cradling right wrist close to her chest, goggles cracked, hair a mess and falling over her face.

“You aren’t dead,” May says, a deadpan observation, lowering the baseball bat in her hand, and Liv flinches.

“I ran, when the Spiders started winning,” she says, voice a low rasp. “I need--”

“What you need is a hospital, and then a police escort to the nearest maximum security prison,” May says. Liv takes a rattling breath. May expects an argument, dares to hope for an apology.

“I shouldn’t have…” Liv starts, beginning to turn away, but then the tentacles all spasm and give out at once, and May’s rushing forward to catch Liv before she can fall down the front steps. And then May has an alive-but-unconscious Doctor Octopus in her arms, bleeding all over her cardigan.

“God damn it, Liv,” May says quietly. She adjusts her grip, shifts her weight, and begins the long shlep up the stairs to the guest bedroom.

 

🕷🕷🕷

 

Olivia’s senses all fade in and out, seemingly independent of each other. She feels the full-body shock of each of her tentacles being detached from their base implants. She hears singing, soft and low. She hears crying-- quiet, contained sobs, and doesn’t know how much time has passed since the singing. She feels the warmth of sunlight on her face, and the cold of a damp washcloth against her skin. She smells tea, May’s favorite herbal blend.

She remembers waking up multiple times, being told to drink water, eat broth, being shakily led to the bathroom, being told to roll over so  _ this  _ bandage or  _ these  _ stitches can be checked on. But it’s all fuzzy and far-away in Liv’s mind, barely making sense, nothing fully registering except the gentle hands and words directing her.

Then she hears voices, quiet and muffled, but one of them is familiar, and that’s what truly, fully, wakes her up, for the first time. Liv opens her eyes. It’s bright,  _ too bright _ ,  _ way too bright _ , and she grits her teeth, seeking out the source: a window above the bed, curtains wide open, late-afternoon sunlight streaming in. She slowly rolls to sitting, then stands to pull the curtains shut, dimming the room significantly.

She takes stock. First, she aches all over, but all her injuries are wrapped in clean bandages (and a store-bought wrist brace), which means it’s been a while since the collider. Second, she's wearing a pair of sweatpants and a loose t-shirt, not her suit. Her goggles are on the bedside table, still broken, but she puts them on in the absence of her normal glasses. Third, this is-- May’s house, a cursory glance around the room tells her.

The fact that she’s in May’s house means she hasn’t been turned over to the authorities yet.  _ Yet  _ being the key word. Liv’s not an idiot; she knows she’ll never be forgiven, knows the most likely scenario is that May’s just too kind to let anyone die on her front stoop. Liv needs to go, soon, before that kindness runs out.

Except her tentacles aren’t in the room. For a moment, Liv considers just running, without them, but she’s on the second floor and still weak, there’s no way she’d get out the window safely. And she doesn’t want to rebuild them all from scratch. She has a spare costume at home, but not a full set of arms. So she takes a deep breath to steady herself, ignoring the dull ache in her chest, and moves slowly to the bedroom door. It opens with barely a sound.

“She’s a  _ villain, _ ” says one of the voices that woke her up, coming up from downstairs, and it’s still quiet, but now that she’s awake and outside the bedroom, she can hear the words.

“She’s also my friend,” that’s May’s voice. “Or at least she  _ was _ . I know you’re worried, kid, but I know what I’m doing. Promise.”

The unfamiliar voice says something else, once again too quiet to hear, there are soft footsteps and the clink of dishes as May and her guest move to the kitchen. Olivia walks across the hallway to May’s room, guessing (hoping) her tentacles will be there.

 

🕷🕷🕷

 

May hears the smallest creaks of the floorboards upstairs, but she keeps herself from acknowledging it; Miles clearly hears the creaking too, and if May acts like it’s just the house settling, maybe that's what he’ll assume.

“Mrs. Parker--” Miles starts, then he catches the glance May sends him, and starts over with a small smile, “Aunt May, I just, I know I shouldn’t worry about  _ you _ , but it’s kinda my job now to worry about Doc Ock, y’know?”

_ God, he’s just like Peter,  _ May thinks.

“It’s your  _ job  _ to be a kid,” she replies. “And maybe to get good grades; that never hurts. Let me handle Liv.”

Miles hesitates, nods, puts his empty mug in the sink. He says he should go before he's missed, so May sees him out, shuts the door behind him.

“You can come down now,” she calls. There’s no reply. “Come on, Liv. You think I don’t know this house well enough to know when someone’s walking around up there?”

When there’s still nothing, no response, no more sound from upstairs, May sighs, already suspecting what she’ll find even as she starts climbing the steps. Sure enough, the guest room is empty, and May’s closet door is open, Ock’s tentacles gone. There’s a smear of blood on the windowsill in May’s room-- Liv must have reopened something, trying to get her tentacles reattached by herself. “I knew I should’ve hid those things in the shed,” May mutters.

 

🕷🕷🕷

 

Liv gets home to her apartment, against all odds, without being seen. Or at least, without being seen by anyone who’s bold enough to do anything about Doc Ock making her unsteady way through New York’s alleyways and over a few low rooftops. When she reaches the roof of her building, she glances briefly around to make sure there’s no one on the street before she clambers down and in through her bedroom window.

She passes out again the moment her head hits the pillow.

When she wakes up this time, it’s dark out. The clock says eleven-thirty-six, and Liv’s got no way of knowing whether she’s just slept four hours or twenty-eight, but she doesn’t feel quite as dead as before.

She’s got no idea where her cell phone is, whether she left it at work or in the control room of the collider, or whether it’s lost in a parallel dimension somewhere, or just lost on the streets between Fisk’s building and May’s house. Her personal laptop, however, is on the floor by the foot of her bed, right where she left it. She checks the date, and can’t help laughing, a little hysterically: it’s been nine days, since the collider. She slept for over a  _ week _ .

_ It’s a wonder May hadn’t kicked me out yet _ , Liv thinks.

It’s about then that she realizes she’s fucking starving, and rolls slowly, reluctantly, painfully, out of bed, in search of leftovers or snacks that are still edible after her week out of commission. 

 

🕷🕷🕷

 

Alone in her apartment, over the next few days, Liv has plenty of time to think. About everything. Fisk. The collider. All the Spiders. Peter. May.

Liv mulls over her own mistakes, her decisions, what went wrong and what didn’t have to. She thinks about whether she should’ve said no to Kingpin when he first approached her about the project (yes), whether she should’ve left it after he killed Spider-Man ( _ yes _ ), whether she could’ve saved Peter, or even would have, had she been there. Honestly, she doesn’t know.

She watches the news. There’s a new Spider-Man, already, the little one dressed in black who she fought in the collider, and Liv doesn’t see any signs of deterioration in the articles and videos she finds online, meaning he’s from  _ this  _ dimension, that he’s exactly where he needs to be.

She orders a lot of delivery food. She isn’t strong enough yet to be up and about in the city-- not without her tentacles, at least. She’s barely strong enough to be up and about her  _ apartment  _ without them. There’s a particular delivery woman from a particular sushi place who knows Liv by name, and she seems worried when Liv answers the door disheveled and ragged. Liv decides to hold off ordering anything else from there until she’s presentable again.

She thinks about Spider-Man; the new one, and Peter. The other Spiders she saw. The other Peter. She thinks about May, and how all the Spiders had been hiding, planning, in that little yellow house. She thinks about all the gifts and flowers in front of May’s steps.

She thinks about power, and responsibility.

She thinks about guilt, and mistakes that can’t be taken back.

She thinks about atonement.

She thinks about how to achieve it.

And Olivia Octavius makes a decision.


	3. starting again

It’s a while yet, before Liv is healed up enough to actually put her plot into action. In the meantime, she draws up new plans, and gets an assistant from the lab to email her the original ones, as well as all surviving data and readings from the tests.

Once she’s gotten enough strength back, she goes to the wreckage of the collider, sneaking in to find the few, small, undamaged pieces she can salvage. It isn’t much, but it’s a starting point, and that’s all she needs.

She goes back to work, because she feels well enough, and because-- despite recent police investigations and some loss of funding-- the lab has the rest of what she needs. She shrugs off more than a few offers of help, and more than a few questions regarding what her newest project is. She tells everyone to continue as they have been, and reassures those concerned by her extended absence. Then she gets to work.

 

🕷🕷🕷

 

Miles has been Spider-Man roughly a month and a half, when Doc Ock finally comes out of hiding. Well, not  _ hiding _ , exactly, because Dr. Octavius has been back at work for a long time before that, but she hasn’t been  _ out,  _ since she ran from May’s house. Hasn’t been enacting any evil schemes, that Miles is aware of. She’s just been lying low. Healing.

He’s just finished handling a straightforward bodega robbery, and is halfway through saying goodbye to the PDNY officers taking the robbers in, when a flash of movement down the block catches his eye. His spidey sense goes off, telling him (thought not in so many words) to go check it out. He trails off mid-sentence, and one of the officers follows his gaze just in time to see it again-- or, see  _ her  _ again, as Doc Ock appears out of an alleyway, a dozen stories up a building, and scaling higher. Even at this distance, her silhouette and movements are unmistakable.

“We’ve got this handled, Spider-Man,” one officer says, reassuring him. “You go get Ock.”

Miles nods, saluting them, and swings in Ock’s direction. She reaches the roof of the skyscraper before he does, and appears to just be…standing there, when Miles reaches her. She’s standing-- well, hanging, more like-- in the middle of the roof, tentacles under her to give her more height and more of a view. Miles lands behind her with barely a sound, and watches for a moment as she scans the horizon.

“Whatcha lookin’ for?” he asks casually, and Ock whirls around.

“Actually, you,” she replies, and Miles prepares himself for a fight as she drops onto the roof, tentacles raising into the air like snakes ready to strike, one of them shooting out toward him and-- stopping, five feet away, just hovering in the air. There’s an envelope in its claw, and a scrap of plain white paper. Miles is suspicious, which he thinks is an understandable reaction to a supervillain trying to hand him something. “I need your help.”

“...What?” he asks, but he isn’t getting any warnings about any of this from his spidey sense, and when he glances at Ock, she looks subdued, solemn, wringing her hands together almost anxiously as she waits for him to take the things she’s offering. And the tentacles in the air aren’t waiting to strike, Miles realizes. They’re  _ surrendering _ .

“The letter’s for May,” Ock says. Miles sends out a string of web to bring the envelope and the paper to him, rather than moving closer, but Ock doesn’t do anything, just watches him look over them. The envelope sealed carefully,  _ May Parker  _ messily handwritten on it, no other markings. The scrap paper has a phone number on it. “I need you to give it to her if I… if I fail.”

 

🕷🕷🕷

 

Spider-Man finishes looking over the letter, apparently deeming it Not A Trap, then looks up at Liv, still wary, the eyes of his mask narrowed in suspicion.

“Fail at what?” he asks.

“I’m rebuilding the collider,” Liv answers simply, and Spider-Man’s eyes widen, almost comically.

_ “What? _ ” he demands.

“I’m doing it right this time,” she continues. “Fisk wanted too much, too fast, but I can do it right. I can make it  _ work,  _ really work. No earthquakes, no side effects.”

Spider-Man doesn’t seem reassured, but he also doesn’t seem ready to kick her off the roof, so Liv counts that as a win. Just looking at him, talking to him, makes her realize exactly how  _ small  _ he is. He’s a  _ child _ . Liv’s a little ashamed to admit, even to herself, that she didn’t see any problem with that before now. He’s a child, taking up Peter’s mantle as Spider-Man way too young, and Liv shares the guilt for that.

“What’s the number for? And why are you telling me all this?” the kid asks.

“I just need you to hold on to that,” Liv points to the letter in his hands. “And I wanted someone to know what I’m doing. Just in case. I-- I’m going to have to test the collider myself. So, if it goes wrong, or if I get stranded… I didn’t want to just be gone. The number is my new cellphone, so you can check in, if you want to know how the project’s going.”

Spider-Man looks down at the letter again.

“Why me? Why not tell May?” he asks, serious and quiet, now, and Liv shakes her head.

“I can’t face her,” she admits. “Not yet.”

She turns away, having done what she came out here for, and leaves Spider-Man alone on the roof.

 

🕷🕷🕷

 

The weeks go by. May gave Miles what amounts to a fancy burner phone, when he was just starting out, so that he can call people as Spider-Man without the number being traced back to Miles Morales. He uses it exactly once to check in on Doc Ock, about two weeks after their conversation.

_ “Spider-Man,” _ she greets, first thing when she answers the phone.

“How’d you know it was me?” Miles asks.

_ “You’re the only person I’ve given this number to yet,” _ she says.  _ “Progress is being made, nothing’s exploded. I’ll be ready to begin preliminary experiments in a few more weeks.” _

She hangs up before Miles can ask any questions.

After that, though, he doesn’t actually have to check in, because _Ock_ calls _him_. Roughly once a week. When he answers, she barely waits for him to say hello before launching right into whatever she’s called about. Usually it’s just a check-in, telling him she isn’t dead yet and the “project” isn’t fully functional yet (it’s the ever-present _yet,_ on both of those, that worries Miles), but as time goes on, it becomes things like,

_ “You didn’t feel that quake, right? Okay, great.” _

And,

_ “Secondary tests were all successful.” _

And,

_ “You don’t happen to have any contact with the other spider-folks in their dimensions, do you? If there’s already some kind of open connection, I may be able to use that to stabilize the portals and isolate specific universes.” _

“Uh, yeah, actually,” Miles replies, thinking of the interdimensional video-calls they (well, mostly Peni and Gwen), have managed to put together. The portals are small, and nothing can go through; they’re like windows, more or less, and so far Miles has no way of opening them himself. But they’ve allowed the so-called Spider-Gang to keep in touch, to some degree, which is nicer than being totally cut off would be. He explains as much to Ock.

_ “Yes!  _ Yes _! Perfect! That’s exactly what we need, connections centered on you and the other spiders. I can  _ use  _ that. When can you come to the lab?” _ she asks.

Miles’ preferred answer to that question would be a firm  _ never _ . He still doesn’t really know if he can trust Ock’s intentions. This is the woman who said she couldn’t wait to watch Peter B.’s cells disintegrate, after all. Miles does  _ not  _ want to go back to Alchemax.

“Thursday night,” he says anyway, because he’ll have finished most of his homework by then, and sneaking out of school is easier than sneaking out from home on the weekends.

_ “Perfect,” _ Ock says again. There’s a certain pleased tone in her voice, like the auditory version of a gleam in someone’s eye, and it has the unpleasant effect of making Miles  _ extremely  _ nervous.

 

🕷🕷🕷

 

Liv is one of only a few people left in the building, and about to start another test run, when Spider-Man drops down out of the ceiling.  _ We should really up the security in the vents, _ Liv thinks to herself, and she makes a quick note of it on her computer.

“That’s the collider? It’s so  _ small _ ,” he says, looking at the device she’s built-- and managed to keep all of her employees away from, which is a goddamn miracle, in Liv’s honest opinion. It is small, and not even just in comparison with the last attempt. It’s about the size of a soccer ball, sitting on her desk. Liv is  _ very  _ proud of it.

“Technically, it’s only  _ based _ on the collider,” she says, excited to share her work with someone, even someone as clearly suspicious as Spider-Man looks right now. “It’s the same idea, just a different way of looking at it. It doesn’t need to create new bridges between dimensions, it just needs to find and open existing ones. With some more time and a little tinkering, I should be able to create something even more portable.”

“Huh,” Spider-Man says. “Cool.”

Olivia grins.

“Okay, sit down,” she instructs, pointing to the chair she’s placed in the middle of the room. Spider-Man hesitates. Liv remembers that the last time he was in her office, she’d shoved an alternate Peter Parker into a chair and made her intentions of torturous experiments quite clear. She winces, just slightly, at the memory. She’d just been so  _ excited  _ at the prospect of watching how the collider affected his cellular chemistry, and despite the similarities it was all too easy to separate him from May’s Peter, to think of him as a subject of experiment-- no wonder the kid’s cautious, after seeing her like that. “Or don’t.”

 

🕷🕷🕷

 

Miles is a smart kid. He pays attention in physics class. He knows the basics of the science behind the collider. Still, with how fast Ock talks, and how much she tends to mutter to herself, and the way she keeps distractingly running around to grab different things from different corners of her lab while she’s talking, he only ends up catching about thirty percent of everything she says. The gist of it, though, is that whatever lets the Spiders “call” each other has to have some kind of traceable signal, or signature, and Ock’s going to somehow trace that back, in order to map and open the connections between their dimensions. Or, something like that. Ock’s train of thought is hard to track.

There’s a lot of running around, and looking at different machines that read different things, and some flipping of various switches. It doesn’t actually take that long for Ock to, apparently, get everything she needs, which is good, because Miles doesn’t want to be making his way home in the middle of the night.

“I’ll start running the next round of tests right away,” she says, turning her focus back to her work as he prepares to leave through the vents again.

“Well, good luck, I guess?” Miles says, uncertain of wishing a supervillain well. She doesn’t reply anyway, already engrossed in whatever tests she needs to do.

 

🕷🕷🕷

 

It’s been four months, two weeks, and five days since the collider exploded, and after working practically-non-stop and almost-exclusively on its replacement, Liv’s finally finished. She’s run all the tests she can-- mostly on herself, occasionally on Spider-Man-- and she’s managed to make the technology completely portable. She thinks about calling Spider-Man out to see it, but it’s the middle of the day; there are too many people in the lab who might notice him.

Briefly, she thinks about telling May. About going back to that familiar yellow house, showing May what she’s done, what this new  _ machine  _ can do-- but May still hates her, Liv’s sure. She can’t just show up, like nothing’s happened, or May will chase her out with a baseball bat. Liv needs Spider-Man to vouch for her first. Hopefully that shouldn’t be too hard to achieve; the kid’s been warming up to Liv, the longer the project goes on.

_ “I can’t really talk right now, Doc,” _ Spider-Man says, when she calls.

_ “Who you talking to?” _ someone asks in the background, and the sound becomes muffled as, presumably, Spider-Man moves the phone away from his face.

_ “Just a friend, I’ll only be a minute,” _ Spider-Man assures.

_ “Tell them you’re busy helping your old man make lunch,” _ the other voice says, growing quieter as the man speaks.

_ “...Okay,” _ Spider-Man says, to Liv, she assumes, because his voice isn’t muffled anymore.  _ “I only have a minute.” _

“So I heard,” Liv replies. She can’t keep the excitement out of her voice. “I just called to check in.”

She’s grinning, practically bouncing on her feet as she waits for the reply.

_ “It’s done?” _ Spider-Man guesses, interpreting her tone correctly. Liv almost nods, before remembering he wouldn’t see it.

“It’s done.”


	4. reunion

**Notes for the Chapter:**

> So far ch5 is mostly epilogue material, so this is the last official Chapter(tm) of this story! Thanks for reading, y'all!!!

There’s been nothing on the news or online, about Doctor Octopus, since the collider. It’s been almost five months. May knows Liv’s  _ alive,  _ but beyond that, there’s nothing.  _ No news is good news,  _ May thinks, and wishes she could believe it, but Ock never stays this low for this long, and May is worried. Whether she’s worried  _ for  _ Liv, though, or about what Liv might  _ do _ … well. May doesn’t even really know.

And then Liv is back, and the worry is replaced by equal parts relief, anger, and confusion, because Ock is standing in front of May’s newly-repaired, yet-to-be-repainted house, in the middle of the night, holding what looks like a fancy mechanical soccer ball in her arms, while Miles, Peter B., and the rest of the Spiders stand around her.

“Hey, Aunt May,” Noir says, and she gets the impression he’s smiling behind that grey mask.

“Wh-- how?” May begins to step out of the house, then notices a light flick on in her neighbor’s living room across the street, and ushers them all inside instead, Liv included. May doesn’t need more publicity than she’s already had. “Come in, come on, no breaking my tchatchkes this time please. What are you all doing here?”

“That’s a good question,” says Peter B. “You should ask Mr. I’m-Gonna-Work-With-A-Villain-And-Not-Tell-Anyone-About-It, over there.”

Miles rubs a hand over his head sheepishly.

“I wanted it to be a surprise?” he defends weakly, which is almost definitely a lie, but everyone individually decides not to call him on it. He steps forward to hug May, and presses an envelope into her hand, not saying anything, so May doesn’t say anything either, just slips it into her sweater pocket.

“ _ I  _ was sure surprised,” Ham says. “One-hundred percent voluntary, Grade A, glitch-free dimensional travel, courtesy of one Doc Ock. Who’d’ve thunk it?”

“You did this?” May asks Liv, who until then had started to back up from the group, letting May hug and greet the Spiders. Olivia smiles slightly, taking her goggles off and putting her glasses on, retracting her tentacles somewhat. Something in her body language seems nervous, even as May approaches her. Even as May takes the not-a-soccer-ball out of her hands, and places it safely on the coffee table. Even as May wraps Liv in a hug. “We’re  _ going  _ to talk later,” she promises in a low voice, and Liv tenses. “But thank you.”

May knows Olivia. Knows she likely brought the Spider-Gang here with her in an attempt at using them as shields, so May won’t be mad at her, or, at least, so Liv will have time to prepare herself for a confrontation. Liv’s always been someone more prepared to throw punches than to talk feelings. May’s willing to let her have this one, because it really is nice to see them all.

May makes hot chocolate for everyone, waving off their offers of help so that she has a chance to be alone in the kitchen for a moment. So that she has a chance to open the envelope Miles gave her. It’s a letter, penned in Liv’s familiar, scratchy handwriting.

_ ‘Dear May, _

_ ‘I’m sorry I left without saying thank you, when you saved me. I'm sorry about a lot of things, actually. I’m sorry I’ve never listened to you when it mattered. I’m sorry I’ve gone so far down the path you didn’t want for me.  _ ~~_I didn't mean_ _I didn't want_ _I never_~~ _ I shouldn't have worked with Fisk, to begin with. I know I'm partially responsible for what happened to  _ ~~_ Spider-M _ ~~ _ Peter. I know now that I can never make that up to you. I’m sorry for that, too. _

_ ‘But I can try. I'm working on something. A new collider. I'm doing it right this time. I'm going to make it work, without fucking everything up. And I’m going to bring your Spiders here. I can't bring your Peter back, but I can give you the rest of them. _

_ ‘I'm going to give this letter to Spider-Man, so if you're reading this, I'm probably dead,  _ ~~_ or stranded in the multiverse somewhere, in which case I'll die soon anyway _ ~~ _ and if I don't die, you'll never read this, so I guess I feel comfortable enough telling you that I  _ ~~_love_ _miss_~~ _ love you. Even if you can never forgive me for everything I've done. _

_ ‘Sincerely, _

_ ‘Olivia’ _

“Oh, Liv,” May murmurs.

When the cocoa’s ready, the Spiders show her how Liv’s tech works, the not-soccer-ball working as an inter-dimensional homing beacon, the metal bracelets they’ve all got on letting them open portals at will and serving to keep themselves tethered to each other and their home dimensions. No glitching, and May keeping the homing beacon means that if the Spiders can’t jump directly to each other, they can always come to her.

“I expect you all to visit as often as you want,” May tells them, wrapping one arm around Peni, pressing a kiss to the girl’s hair. “You’re my nieces and nephews, I need to know how you’re doing.”

“Yes, ma’am,” Gwen agrees, and the others echo her with a series of affirmatives.

“That goes double for you, young man,” May says to Miles, “since you live in  _ this  _ dimension.”

“You haven’t been visiting Aunt May?” Peni asks, apparently scandalized.

“Of course I have!” Miles defends himself. “Just… not as much recently. But that’s ‘cause I was helping the Doc with this stuff!”

“A likely excuse,” Ham teases. As the Spiders’ conversation devolves into friendly joking, May grabs her mug and stands, sending Liv a  _ look  _ before heading into the kitchen.

 

🕷🕷🕷

 

Liv follows May after a moment, ignoring the way the Spiders’ volume dips as she stands up, and then rises again with a too-loud joke from the pig that lets them all pretend they aren’t interested in listening to whatever confrontation is about to happen in the kitchen. She walks in and sits down at the kitchen table, setting her mostly-full mug of cocoa down in front of her, and she takes a breath to steel herself before looking up at May.

Liv freezes, tense, and can’t help her tentacles squirming uneasily, under May’s steady gaze. May has the letter.

“Where did you get that?” Liv asks, even though she knows already; she only gave it to one person.

“Spider-Man,” May answers. “Our universe’s.”

 

🕷🕷🕷

 

Liv’s tentacles are wriggling slowly behind her, like they don’t know what to do with themselves. Her shoulders are hunched in, and she’s holding her mug with a white-knuckled grip. In short, she looks like she'd rather be  _ anywhere  _ other than sitting in May’s kitchen. She's got a scar along one cheekbone, disappearing into that mess of hair, that May remembers cleaning and covering when Liv was unconscious in her guest bedroom. 

“I didn't mean for you to see that,” Liv says, gesturing to the letter in May’s hand, “if I was still… here.”

“That much is obvious,” May deadpans. She rubs her free hand over her face with an exhausted sigh. “I-- I appreciate it, though. And I'm glad you realize I can't forgive you yet.”

The  _ yet  _ slips past her lips completely by accident, but May knows better than to try and take it back. She does mean it, even if she didn’t mean to admit it.

 

🕷🕷🕷

 

May and the Doc come out of the kitchen after a few minutes of quiet conversation that the Spiders all collectively tried very hard not to listen in on. Miles looks up, glad to see May still smiling.

“Well, I should get home before my parents realize I snuck out,” he says, standing up from the couch.

“Same here,” Gwen sighs, standing and stretching. “Cop dads, am I right?”

Miles laughs a little.

“You know it,” he agrees with a grin.

The two of them say their goodbyes, giving hugs to each other and the rest of the gang, then to Aunt May. Miles stops in front of Ock, definitely not about to hug her, but feeling like it would be rude not to do  _ anything,  _ after she made the Spider-Gang’s reunion possible to begin with.

He holds his hand out for a handshake. She takes it, a small smile pulling at her lips.

“Thanks, Doc,” Miles says. When he steps back, Gwen (reluctantly) steps up to shake Ock’s hand after him.

“Yeah, thanks,” Gwen says. Then she steps back from everyone, opens a portal home, and jumps through, gone in an instant.

“Man, I wish I could get home that fast,” Miles says, heading for the front door.

 

🕷🕷🕷

 

Peni leaves next, stating firmly that she’ll be back soon. Then Ham, pulling a to-go cup seemingly out of nowhere for his hot chocolate before he goes. Then Noir, hugging May and tipping his hat politely at Liv, then stepping through the portal home.

Last is Peter B. Like Miles and Gwen, he offers his hand to Liv, and she takes it.

“Sorry for throwing you through a glass wall,” Liv says, casually, like she’s just thought of it.

“It was more than one, actually,” Peter deadpans, “but apology accepted, I guess.”

He turns to hug May.

“Love you, Peter,” she says.

“Love you too, Aunt May,” he replies. It’s impossible for May to pretend that he’s  _ her  _ Peter-- just as she suspects it’s impossible for him to see her as  _ his  _ Aunt May-- but it’s still cathartic, nonetheless, to be able to see some version of her nephew, to hold him, to say goodbye. She hopes he feels the same.

 

🕷🕷🕷

 

Liv starts to edge toward the door, as May and the alternate Peter say their goodbyes, but then there’s the flash of a portal opening, and closing, and Liv’s only halfway to the door when May grabs her hand.

“Why did you do this?” May asks, leading Liv back to the couch.

“I already-- I mean, the letter, I explained--”

“I want you to tell me,” May says. “I want to hear it.”

Liv, tense as a rubber band about to snap, pushes her glasses up further on her nose. Then she tries to pull her hair back away from her face using her tentacles. Then she starts digging in the pockets of her suit for anything resembling a hair tie. May gives her a  _ look _ , unimpressed with her bids for time, and Liv sighs.

“I feel bad about Peter, and I wanted to…  _ fix  _ it, I guess, the only way I knew how.” It sounds so shallow, so selfish, when she says it out loud. “I wanted to make up for my mistakes.”

May smiles, a tiny,  _ sad  _ smile, and Liv hates it immediately, hates that she’s the one who’s put it on May’s face.

“You understand this isn’t something you can ‘fix,’” she says, half a question.

“Well, yes, obviously,” Liv murmurs, tensing further despite her attempts not to. May nods.

“Do you still want to make up for things, though?” she asks. Liv meets her eyes for a moment, confused. “Because I’d be willing to help with that.”

“Help with…” Liv still doesn’t understand.

“Help you make better decisions,” May elaborates. “Help you onto a different path. Isn’t that how you put it in the letter?” She’s smiling a little more genuinely now, amused. Liv scoffs.

“I don’t remember what I put in that letter, I wrote it months ago,” she lies. May gives her a familiar  _ I’m-not-falling-for-that _ look. “But I… I think I’d like that.”

Thinking about all her work within Alchemax, all her work as Doctor Octopus, everything she’s accomplished, she’s surprised at the depth of her own sincerity. And yet-- Liv thinks of everything she regrets. All the times she’s gone too far, and hasn’t even noticed until it was much too late. Maybe she shouldn’t be so surprised, to realize she wants to be better.

“Good,” May says, running her thumb over the back of Liv’s hand, and it’s only then that Liv realizes she hasn’t let go of it this whole time. “You can start tomorrow by helping me repaint my damn house.”

Liv laughs, a short, sharp sound, and May’s smile grows, finally reaching the crow’s feet around her eyes.

“Alright,” Liv agrees, just to see that smile stick around a little longer. 

 


	5. epilogue

“I can’t do this,” Liv says, mostly to herself, but May hears anyway and locks their arms together, as if that would keep Liv from leaving if she really wanted to.

“You have to,” May replies matter-of-factly, which Olivia knows. It’s one of the things she agreed to do, to repair their relationship and improve her general standing as a New York citizen, and she’s begun treating the list like a sort of challenge, to be completed as quickly and efficiently as possible.

_ Help repaint May’s house.  _ Done.

_ Stop any overtly evil projects going on at Alchemax.  _ Done.

_ Stop any  _ covertly  _ evil projects going on at Alchemax.  _ Done. Mostly.

_ Spar with Spider-Man so he has a non-life-threatening environment in which to diversify his fighting style and perfect new moves.  _ They now have standing bi-weekly sparring sessions, so, done.

_ Apologize to… a whole bunch of people, for a whole bunch of things. _

That’s the one she’s currently working on.

She shifts the bouquet she’s holding so as to mess with the flowers, trying to make sure they look alright and there aren’t any glaring gaps. White lilies, pink chrysanthemums, hyacinths, octopus orchids, and right in the middle, red spider lilies. The colors don’t go together, as May oh so helpfully informed her after Liv already bought the fucking things, but Liv can at least try and make them not look like a  _ total  _ mess.

_ Or not,  _ she thinks, as her fiddling only ruins what little shape the bouquet was keeping before.  _ Shit. _

There’s already someone standing at Peter’s grave as they approach. Even seeing the woman from behind, Olivia easily recognizes Mary Jane Parker, and the urge to run from the oncoming encounter hits her almost as hard as a speeding truck-- and Liv would know. As if sensing this, May tightens her hold on Liv’s arm.

“MJ,” May calls, before they get too close. MJ hastily wipes tears from her face before turning toward them.

“Aunt May,” she greets, smiling, stepping forward to wrap May in a hug, and May releases Liv’s arm to return the embrace properly. MJ looks at Liv over May’s shoulder, then pulls back. “And, Doctor Octavius.”

Liv opens her mouth, realizes she has absolutely nothing to say, closes it, and simply nods once in greeting. MJ looks between her and May, question clear even before she voices it. “Are you two…”

“Not yet,” May says. That  _ yet  _ still makes Liv’s stomach flop, the hope for their future, the idea that she hasn’t fucked things up irreparably. “We’re working on it.”

“You mean  _ I’m  _ working on it,” Liv replies flatly, and May smirks.

“I’m guessing those are for Peter?” MJ points to the flowers in Liv’s hand.

“What?” Liv, in the middle of sticking her tongue out childishly at May, looks down at the bouquet. “Oh, yeah. Yes.” She holds it up, and MJ takes it from her, looking over the flowers with a small, amused smile.

“I think he’d appreciate your choices,” she says, running a gentle finger over the tops of the spider lilies. Then she hands the whole thing back. May clears her throat, raising a meaningful eyebrow at Liv, who tries to communicate  _ I was getting to that _ with only a glare.

“I’m sorry,” Liv tells MJ. She doesn’t volunteer anything more, doesn’t explain herself or her involvement. She knows MJ’s already heard it all from May, months ago.

“I know,” MJ says, “and I forgive you.”

She’s already walking away by the time Liv recovers from her surprise.

“One left,” May says, and then she turns to follow her niece-in-law away, leaving Olivia alone in front of Peter’s grave.

Liv puts the bouquet among the other gifts and flowers; the knick-knacks are still replenishing themselves whenever they’re cleared away, even now, when it’s been over eight months. She puts a hand on top of the headstone, but quickly feels uncomfortable, like that’s something she hasn’t earned the right to. She drops her arm, interlocking her fingers.

She thinks about her old intern, grinning excitedly about the project they’d been working on together.

She thinks about the pictures hanging in May’s house, all the family photos, the smiling boy with so much potential.

She thinks about the dead hero covered in dust and blood, and how she’d only spared him a single, rueful glance before returning to work.

She thinks about what a ribcage looks like, caved in on itself.

She thinks about all the fights she ever had with Spider-Man, every plot and scheme and attack. She doesn’t regret each and every one of them, per se, but she can admit there were plenty of times when she… took things too far.

“I’m sorry, Peter,” she tells the quiet grave. “About…” she thinks of his eyes, blue and dim and empty, “a lot, actually. Most of it. Not all of it. But definitely most of it.”

There’s no absolution, no forgiveness to be found in speaking to a dead man, but somehow, in some way, it does make Liv feel better.  _ Another thing May was right about,  _ she thinks wryly.  _ Will the list never end. _

She turns away from the grave, and sees May waiting for her at the cemetery gate, MJ nowhere to be seen.

“Ready to go?” May asks, as Liv walks back to her.

“Yeah,” Liv says, reaching out a hand, heart soaring when May takes it.

“Good, I’m getting chilly out here,” May says, smiling. “Let’s go home.”

**Notes for the Chapter:**

> Fin! Thanks for waiting a little longer for the epilogue, y'all; I wanted to get it exactly right.  
> Also, I saw the movie a third time and realized May's house is painted green, not yellow as I remembered, but I'm too lazy to go back and fix it in this fic lmao so just pretend I got it right.  
> Also also, stay on the lookout for at least the first part of my aaron lives au to go up.......sometime soon. in a week-ish, hopefully.  
> Thanks for reading!!! /╲/\〳ᴼᴼ౪ᴼᴼ〵/\╱\

**Author's Note:**

> I've seen this movie twice already and still wanna see it again, so expect more fic lmao. I've got one planned already, centered on Miles and his parents, an Aaron-centered AU fic that I promised a friend, and a spidersona backstory, so. At least the first two of those will get written. At some point. Hopefully soon. Maybe.


End file.
